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Further Information

    Remuneration Report

    Section 162 of the Aktiengesetz (AktG⁠ ⁠—⁠ ⁠German Stock Corporation Act) requires the Executive Board and Supervisory Board of TRATON SE to prepare a clear, readily understandable report on the remuneration of members of the Executive Board and the Supervisory Board. In this report, we explain the principles of the remuneration system for the Executive Board and Supervisory Board. The Remuneration Report also presents the individual remuneration broken down by component for current and former members of the Executive Board and Supervisory Board of TRATON SE.

    Remuneration of the members of the Executive Board

    Business performance in the year under review

    Fiscal year 2025 was marked by numerous trade and geopolitical challenges for the TRATON GROUP that intensified over the course of the year. These circumstances led to challenging business performance overall. The TRATON GROUP therefore revised its forecast for fiscal year 2025 when it published its half-year financial report. The TRATON GROUP’s most important truck markets worldwide recorded a noticeable decline in new registrations overall, whereas the TRATON GROUP’s most important bus markets grew significantly compared with the previous year. Overall, the TRATON GROUP’s unit sales declined by 9% in fiscal year 2025 compared with the previous year. This figure is within the adjusted forecast range. The TRATON GROUP’s sales revenue was also noticeably below the previous year’s level, which is attributable, among other things, to the distinct decline in unit sales and a change in the market and product mix. The TRATON Financial Services segment significantly increased its sales revenue compared with the previous year. Overall, the year-on-year decline in sales revenue at the TRATON GROUP and the TRATON Operations business area was therefore within the adjusted forecast range, at –7% and –8%, respectively.

    Principles of Executive Board remuneration

    The remuneration of the members of the Executive Board is based on the revised remuneration system for the Executive Board (“remuneration system”) adopted by the Supervisory Board effective from January 1, 2024, which largely corresponds to the remuneration system already adopted on December 16, 2020, and effective from January 1, 2021, and most recently approved by the Annual General Meeting on June 9, 2022. The Annual General Meeting approved the remuneration system on June 13, 2024, with 97.98% of the votes cast. The remuneration system implements the requirements of the AktG in the version as amended by ARUG II and takes account of the recommendations of the German Corporate Governance Code (the Code) as amended on April 28, 2022 (entered into force on June 27, 2022). The Supervisory Board reviews the remuneration system at its reasonable discretion at regular intervals, but at least every four years.

    The remuneration applies to all active members of the Executive Board.

    The level of the Executive Board remuneration should be appropriate and attractive in the context of the company’s national and international peer group. Criteria include the tasks of the individual Executive Board member, their personal performance, the economic situation, and the performance of and outlook for the company, as well as how customary the remuneration is when measured against the peer group. In this context, comparative studies on remuneration are conducted on a regular basis.

    The Executive Board and Supervisory Board reported in detail on the remuneration of the Executive Board and Supervisory Board in fiscal year 2024 in the 2024 Remuneration Report. The Annual General Meeting approved the 2024 Remuneration Report on May 14, 2025, with 97.72% of the votes cast.

    The following provides an overview of the remuneration system for the Executive Board that was applicable in fiscal year 2025 before discussing the remuneration components in the same reporting period.

    Overview of the remuneration components

    The following table provides an overview of the components of the remuneration system applicable to the members of the Executive Board for fiscal year 2025. It also provides an overview of the composition of the individual remuneration components and explains the targets, especially in respect of how the remuneration is intended to foster the company’s long-term development.

    2025 Executive Board remuneration system
    Component Composition Target
    Fixed remuneration components    
    Base salary Twelve equal installments payable at month-end The base remuneration and fringe benefits are intended to reflect the tasks and responsibility of the Executive Board members, provide a basic income, and prevent them from taking inappropriate risks.
    Fringe benefits In particular:
    • Private use of the first company car; second and third company cars with fuel cards in return for payment of a monthly flat fee; private use of the driver pool to an appropriate extent
    • Allowance toward health and long-term care insurance and retirement provision Accident insurance Installation and private use of security measures Medical check-up for managers Inclusion in D&O and criminal legal expenses insurance Benefits in the event of death Possible payment of tax consulting costs

    Modified fringe benefits for Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions there as senior managers:


    • Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions there as senior managers do not receive their fringe benefits from TRATON SE but from the respective foreign subsidiary.
    • These Executive Board members are only entitled to modified fringe benefits from TRATON SE, i.e., they are included in the D&O and criminal legal expenses insurance, they are entitled to benefits in the event of death, and, under certain circumstances, to the payment of tax consulting costs.
    The Chair of the Executive Board receives an annual flat-rate fringe benefit allowance from which the benefits used by TRATON SE or a foreign subsidiary are deducted. Any residual amount is paid out to the Chair of the Executive Board.
    Occupational
    retirement provision
    • Retirement, disability, and surviving dependents’ benefits
    • In principle, upon reaching the age of 65 (earlier claims are possible)
    • Defined contribution system dependent on the performance of certain fund indices
    • Annual contribution of 40% of the contractually agreed annual base salary
    • Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions there as senior managers do not currently receive occupational retirement provision from TRATON SE but from the respective foreign subsidiary.
    		The occupational retirement provision is intended to provide Executive Board members with an adequate pension when they retire.
    Variable remuneration components    
    Profit bonus
    • Plan type: target bonus
    • Minimum payment amount: €0
    • Cap: 200% of the target amount
    • Assessment period: profit bonus fiscal year (year for which the bonus is granted)
    • Performance criteria:
      • Financial subtargets:
        • Operating return on sales (50%) and net cash flow (50%)
          • Operating return on sales is the ratio of operating result in the TRATON GROUP before tax and excluding adjustments to the corresponding sales revenue.
          • Net cash flow comprises net cash provided by/used in operating activities and net cash provided by/used in investing activities attributable to operating activities in the TRATON Operations business area and indicates the excess funds from operating activities in the reporting period.
        • The Supervisory Board defines threshold, target, and maximum values for the financial subtargets for the profit bonus fiscal year. The threshold corresponds to a subtarget achievement of 50% for the operating return on sales subtarget and of 0% for the net cash flow subtarget, the target value corresponds to a subtarget achievement of 100% in each case, and the maximum value corresponds to a subtarget achievement of 180% in each case; interim values are interpolated on a linear basis.
        • The profit bonus depends on target achievement in the profit bonus fiscal year.
        • Total financial target achievement = subtarget achievement operating return on sales x 50% + subtarget achievement net cash flow x 50%
      • ESG targets
        • Environmental subtarget (ratio of the number of battery-electric vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model) weighted at 50%
        • The Social subtarget (generally the opinion index; Gender Index 1 for fiscal year 20251), weighted by 50%
        • Governance factor (compliance and integrity) of between 0.9 and 1.1 (normal value 1.0)
        • The Supervisory Board defines minimum, target, and maximum values for the Environmental and Social subtargets for each fiscal year. The minimum, target, and maximum values correspond to subtarget achievement of 0.7, 1.0, and 1.3, respectively. Interim values are interpolated on a linear basis.
        • Calculation of the ESG factor: [Environmental subtarget achievement x 50% + Social subtarget achievement x 50%] x Governance factor (0.9–1.1)
    • Profit bonus payment amount = individual target amount x financial target achievement x ESG factor
    • Payout: generally in cash in the month following approval of the consolidated financial statements for the profit bonus fiscal year
    		The profit bonus is intended to motivate the Executive Board members to pursue ambitious targets during the assessment period. The financial performance targets support the strategic target of achieving competitive earnings power. The integration of sustainability targets reflects the significance of the Environmental, Social, and Governance factors.
    Long-term incentive (LTI)
    • Plan type: performance share plan
    • Performance period: in principle, forward-looking four-year term
    • Minimum payment amount: €0
    • Cap: 250% of the target amount
    • Allocation of performance shares: at the start of each fiscal year, the individually agreed target amount is divided by the arithmetic mean of the TRATON SE share price (German Securities Identification Number: TRAT0N) in the Xetra trading system of Deutsche Börse AG on the last 30 trading days prior to January 1 of the respective performance period (initial reference price).
    • Target setting: at the start of the performance period, the Supervisory Board defines minimum, target, and maximum values for earnings per share (EPS), the audited diluted earnings per TRATON share for continuing and discontinued operations. The minimum, target, and maximum EPS values correspond to target achievement of 50, 100, and 175%, respectively.
    • Calculation of the payment amount: the final number of performance shares is calculated by multiplying the number of performance shares conditionally allocated at the start of the performance period by the arithmetic mean of the annual EPS target achievement figures during the performance period. The final number of performance shares is then multiplied by the sum of the arithmetic mean of the closing prices on the last 30 trading days prior to the end of the performance period (closing reference price) and the dividends paid per share during the performance period (dividend equivalent).
    • Payout: generally in cash in the month following approval of the consolidated financial statements for the last fiscal year of the respective performance period
      If the employment contract ends before the end of the performance period due to a bad leaver case (extraordinary termination for cause or revocation of appointment due to a gross breach of duties, resignation, termination without cause by the person concerned, a breach of a contractual or post-contractual restraint on competition), all performance shares will be forfeited.
    		The long-term incentive serves to align the remuneration of the Executive Board members to the company’s long-term performance. The financial performance target EPS in conjunction with share price performance and the dividends paid, measured over four years, ensures the long-term effect of the behavioral incentives and supports the strategic target of achieving competitive earnings power.
    Other benefits    
    Special payment
    • If applicable, based on a separate agreement with the Executive Board member
    • The agreement is made in advance for the fiscal year and defines performance criteria for the special payment.
    		Special payments can reward outstanding performance and may only be granted if it is in the company’s interest to do so and generates a forward-looking benefit for the company.
    Benefits agreed with new Executive Board members for a defined period of time or for the entire term of their employment contracts
    • Optional payments to compensate for declining variable remuneration or other financial disadvantages
    • Optional benefits in connection with relocation
    • Optional minimum remuneration guarantee
    		These (compensation) payments are intended to enable the company to attract qualified candidates for the Executive Board.
    Other remuneration provisions    
    Penalty and clawback
    • The possibility for the Supervisory Board to reduce profit bonuses and the performance share plan by up to 100% or to claw back the remuneration that has already been paid in the case of relevant misconduct during the respective relevant assessment period
    • Clawback is excluded if more than three years have passed since the variable remuneration component was paid out.
    		The aim is to motivate Executive Board members to maintain lawful and ethical conduct.
    Maximum remuneration
    • The relevant components are the base salary paid for the respective fiscal year, the service cost for occupational retirement provision, the fringe benefits granted, the profit bonus granted for the respective fiscal year and paid out in the following year, the performance share plan paid out in the respective fiscal year and for which the performance period ended immediately before the respective fiscal year, any special payment granted for the respective fiscal year, and any benefits granted to new Executive Board members.
    • Amounts to €8,500 thousand gross per fiscal year for the Chair of the Executive Board and generally €5,000 thousand gross per fiscal year for the members of the Executive Board.
    • The maximum remuneration for Executive Board members who are also members of the Executive Board of a foreign subsidiary or perform functions there as senior managers consists of the total remuneration from TRATON SE together with that from the respective subsidiary outside Germany.
    • If the maximum remuneration is exceeded, the variable remuneration components will be reduced on a pro rata basis.
    		The aim is to ensure that the remuneration of Executive Board members is not inappropriately high when measured against the peer group.

    1 Employees of International Motors, LLC., including its subsidiaries, and other employees of the TRATON GROUP employed in the United States are not included in the calculation of the Gender Index.

    Remuneration of the Executive Board members appointed in fiscal year 2025

    Members of the Executive Board in fiscal year 2025

    On the one hand, the Executive Board of TRATON SE is made up of members who are also members of the Executive Board of a foreign subsidiary or perform functions there as senior managers and receive their remuneration proportionately from TRATON SE and from the respective foreign subsidiary. On the other, it consists of members who are only members of the Executive Board of TRATON SE or also members of the Executive Board of a German subsidiary. These Executive Board members are remunerated entirely by TRATON SE; if they hold an additional Executive Board function at a German subsidiary, part of their remuneration will be reimbursed by way of intercompany charging. The members of the Executive Board generally receive no additional remuneration for discharging further mandates in the management bodies, supervisory boards, or comparable bodies of other Group companies in the course of their board activity. Should such remuneration be granted nonetheless, it will be offset against the remuneration for the activity as a member of the Executive Board of TRATON SE.

    In fiscal year 2025, the Executive Board of TRATON SE had the following members:

    Christian Levin: Mr. Levin has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and has been the Chief Executive Officer and Chairman of the Executive Board since October 1, 2021. Mr. Levin has also been President and Chief Executive Officer of Scania AB and Scania CV AB since May 1, 2021. Since October 1, 2021, the remuneration has been divided between TRATON SE and Scania CV AB (Scania) based on areas of responsibility. Since May 1, 2021, Mr. Levin has received fringe benefits and occupational retirement provision solely from Scania CV AB.

    Mathias Carlbaum: Mr. Carlbaum has been a member of the Executive Board since October 1, 2021, and, in addition, Chief Executive Officer and President of International Motors, LLC (International). Since October 1, 2021, 20% of his fixed and variable remuneration has been borne by TRATON SE and 80% by International. The fringe benefits for Mr. Carlbaum are borne by International. All pension expenses are borne by Scania CV AB, with which Mr. Carlbaum still has a dormant employment contract, and charged on to International.

    Antonio Roberto Cortes: Mr. Cortes has been a member of the Executive Board since the effective date of the change of legal form of TRATON AG to TRATON SE on the day this was entered in the commercial register in 2019, and is also Chief Executive Officer of Volkswagen Truck & Bus Latin America Indústria e Comércio de Veículos Ltda. (Volkswagen Truck & Bus), formerly MAN Latin America Indústria e Comércio de Veículos Ltda. Mr. Cortes received 20% of his fixed and variable remuneration from TRATON SE and 80% from Volkswagen Truck & Bus. Mr. Cortes receives fringe benefits and occupational pension benefits solely from Volkswagen Truck & Bus.

    Dr. Michael Jackstein: Dr. Jackstein has been a member of the Executive Board of TRATON SE since April 1, 2023.

    Niklas Klingenberg: Mr. Klingenberg has been a member of the Executive Board since January 1, 2025. In addition, Mr. Klingenberg has been Head of Group R&D since January 1, 2025, and Managing Director of TRATON AB since October 1, 2025. Mr. Klingenberg received 20% of his fixed and variable remuneration from TRATON SE and 80% from TRATON AB. Mr. Klingenberg receives fringe benefits and occupational pension benefits solely from TRATON AB.

    Catharina Modahl Nilsson: Ms. Modahl Nilsson has been a member of the Executive Board of TRATON SE since April 1, 2023. Ms. Modahl Nilsson has also been Head of Group Product Management at TRATON AB since April 1, 2023. Ms. Modahl Nilsson received 20% of her fixed and variable remuneration from TRATON SE and 80% from TRATON AB. Ms. Modahl Nilsson receives fringe benefits and occupational pension benefits solely from TRATON AB.

    Alexander Vlaskamp: Mr. Vlaskamp has been a member of the Executive Board since November 25, 2021, and is also Chief Executive Officer of MAN Truck & Bus SE. Mr. Vlaskamp received no separate remuneration in fiscal year 2025 for his role at MAN Truck & Bus SE. The Supervisory Board of MAN Truck & Bus SE resolved to reimburse TRATON SE for 80% of the remuneration expenses by way of intercompany charging.

    Remuneration granted and owed in fiscal year 2025

    In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must detail the remuneration granted and owed to each individual member of the Executive Board in the past fiscal year.

    Table overview

    The following tables show the remuneration actually received by the members of the Executive Board in fiscal year 2025. The time of actual payment is not significant. Correspondingly, the remuneration granted in 2025 includes the base salary paid in fiscal year 2025, the fringe benefits, and the profit bonus for fiscal year 2025 paid in the month following approval of the company’s 2025 Consolidated Financial Statements. In fiscal year 2025, the LTI with the 2021–2024 or 2022–2024 performance period was also paid out and is reported as remuneration granted. As the companies were not in arrears with the payment of remuneration components, the tables do not show any remuneration owed.

    The relative portions shown in the tables refer to the remuneration components “granted and owed” in the respective fiscal year in accordance with section 162 (1) sentence 1 of the AktG. They therefore include all benefits actually received by the members of the Executive Board in the respective fiscal year, irrespective of which fiscal year they were paid for. The relative portions shown here are therefore not comparable with the respective relative portions of the fixed and variable remuneration components in total remuneration as contained in the description of the remuneration system in accordance with section 87a (1) sentence 2 no. 3 of the AktG. The portions shown in the remuneration system refer to the respective target values granted for the respective fiscal year, irrespective of the time at which the remuneration component in question is paid out.

    Pension expense is reported as service cost within the meaning of IAS 19. The service cost in accordance with IAS 19 does not constitute remuneration granted or owed within the meaning of section 162 (1) sentence 1 of the AktG as it is not actually received by the Executive Board member in the year under review. It also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as well as defined contribution pension plans where these are provided for under foreign legislation.

    The maximum remuneration is the maximum remuneration within the meaning of section 87a (1) sentence 2 no. 1 of the AktG in accordance with the remuneration system resolved by the Supervisory Board and approved by the Annual General Meeting.

    In addition, the employment contracts of the Executive Board members contain a penalty and clawback provision in accordance with the approved remuneration system. TRATON SE did not make use of these regulations in fiscal year 2025.

    Further explanations about the individual tables can be found below the tables.

    Christian Levin
    Remuneration component   2025
    € thousand1 in %
    Fixed remuneration components      
    Base salary TRATON SE 1,220 31
    Scania 630
    Fringe benefits TRATON SE 120 3
    Scania 59
    Total TRATON SE 1,340 34
    Scania 689
    Total 2,029
    Variable remuneration components      
    • Profit bonus 2025
      (target amount €1,600 thousand per annum; minimum €0; maximum €3,200 thousand per annum)
    		TRATON SE 436 13
    Scania 366
    • LTI 2022–2024 (performance share plan, three-year term; target amount €1,800 thousand per annum; minimum €0; maximum €3,600 thousand per annum)
    		TRATON SE 1,804 53
    Scania 1,433
    Sum — remuneration granted and owed TRATON SE 3,579 100
    Scania 2,488
    Total 6,067
    Pension expenses TRATON SE – –
    Scania 1,346
    Total remuneration including pension expenses TRATON SE 3,579
    Scania 3,834
    Total 7,413
    Maximum remuneration Total 8,500

    1 Contractually agreed exchange rate: SEK 11.47 = €1

    Mathias Carlbaum
    Remuneration component   2025
    € thousand1 in %
    Fixed remuneration components      
    Base salary TRATON SE 170 32
    International2 667
    Fringe benefits TRATON SE – 40
    International3 1,070
    Total TRATON SE 170 72
    International 1,737
    Total 1,907
    Variable remuneration components      
    • Profit bonus 2025 (target amount €850 thousand per annum; minimum €0; maximum €1,700 thousand per annum)
    		TRATON SE 85 16
    International 341
    • LTI 2021–2024 (performance share plan, four-year term; proportionate (3/12) target amount €249 thousand per annum; minimum €0; maximum €498 thousand per annum)
    		TRATON SE 66 12
    International 262
    Sum — remuneration granted and owed TRATON SE 321 100
    International 2,340
    Total 2,661
    Pension expenses TRATON SE – –
    International 427
    Total remuneration including pension expenses TRATON SE 321
    International 2,767
    Total 3,088
    Maximum remuneration Total 5,000

    1 Contractually agreed exchange rate: USD 1.08 = €1

    2 In fiscal year 2025, Mr. Carlbaum waived part of his base salary from International in the amount of €13 thousand as part of International’s “Summer Shutdown” program.

    3 The fringe benefits include in particular international benefits that Mr. Carlbaum receives due to his work at International. Among other things, the figure shown includes tax payments incurred retrospectively in fiscal year 2025.

    Antonio Roberto Cortes
    Remuneration component   2025
    € thousand1 in %
    Fixed remuneration components      
    Base salary TRATON SE 140 43
    Volkswagen Truck & Bus 560
    Fringe benefits TRATON SE – 4
    Volkswagen Truck & Bus 60
    Total TRATON SE 140 47
    Volkswagen Truck & Bus 620
    Total 760
    Variable remuneration components      
    • Profit bonus 2025 (target amount €550 thousand per annum; minimum €0; maximum €1,100 thousand per annum)
    		TRATON SE 55 17
    Volkswagen Truck & Bus 221
    • LTI 2022–2024 (performance share plan, three-year term; target amount €320 thousand per annum; minimum €0; maximum €640 thousand per annum)
    		TRATON SE 115 36
    Volkswagen Truck & Bus 460
    Sum — remuneration granted and owed TRATON SE 310 100
    Volkswagen Truck & Bus 1,301
    Total 1,611
    Pension expenses TRATON SE – –
    Volkswagen Truck & Bus 273
    Total remuneration including pension expenses TRATON SE 310
    Volkswagen Truck & Bus 1,574
    Total 1,884
    Maximum remuneration Total 5,000

    1 Contractually agreed exchange rate: BRL 6.15 = €1

    Dr. Michael Jackstein
    Remuneration component 2025
    € thousand in %
    Fixed remuneration components    
    Base salary 850 63
    Fringe benefits 78 6
    Total 928 69
    Variable remuneration components    
    • Profit bonus 2025 (target amount €850 thousand per annum; minimum €0; maximum €1,700 thousand per annum)
    		426 31
    Sum — remuneration granted and owed 1,354 100
    Pension expenses 351 –
    Total remuneration including pension expenses 1,705
    Maximum remuneration 5,000

    Niklas Klingenberg
    Remuneration component   2025
    € thousand1 in %
    Fixed remuneration components      
    Base salary TRATON SE 170 65
    TRATON AB 680
    Fringe benefits TRATON SE – 2
    TRATON AB 24
    Total TRATON SE 170 67
    TRATON AB 704
    Total 874
    Variable remuneration components      
    • Profit bonus 2025
      (target amount €850 thousand per annum; minimum €0; maximum €1,700 thousand per annum)
    		TRATON SE 85 33
    TRATON AB 341
    Sum — remuneration granted and owed TRATON SE 255 100
    TRATON AB 1,045
    Total 1,300
    Pension expenses TRATON SE – –
    TRATON AB 428
    Total remuneration including pension expenses TRATON SE 255
    TRATON AB 1,473
    Total 1,728
    Maximum remuneration Total 5,000

    1 Contractually agreed exchange rate: SEK 11.47 = €1

    Catharina Modahl Nilsson
    Remuneration component   2025
    € thousand1 in %
    Fixed remuneration components      
    Base salary TRATON SE 170 65
    TRATON AB 680
    Fringe benefits TRATON SE 3 2
    TRATON AB 27
    Total TRATON SE 173 67
    TRATON AB 707
    Total 881
    Variable remuneration components      
    • Profit bonus 2025
      (target amount €850 thousand per annum; minimum €0; maximum €1,700 thousand per annum)
    		TRATON SE 85 33
    TRATON AB 341
    Sum — remuneration granted and owed TRATON SE 259 100
    TRATON AB 1,048
    Total 1,307
    Pension expenses TRATON SE – –
    TRATON AB 464
    Total remuneration including pension expenses TRATON SE 259
      TRATON AB 1,512
    Total 1,771
    Maximum remuneration Total 5,000

    1 Contractually agreed exchange rate: SEK 11.47 = €1

    Alexander Vlaskamp
    Remuneration component 2025
    € thousand in %
    Fixed remuneration components    
    Base salary 850 58
    Fringe benefits 53 4
    Total 903 62
    Variable remuneration components    
    • Profit bonus 2025 (target amount €850 thousand per annum; minimum €0; maximum €1,700 thousand per annum)
    		426 29
    • LTI 2021–2024 (performance share plan, four-year term; proportionate (37/365) target amount €94 thousand per annum; minimum €0; maximum €188 thousand per annum)
    		124 9
    Sum — remuneration granted and owed 1,453 100
    Pension expenses 351 –
    Total remuneration including pension expenses 1,804
    Maximum remuneration 5,000

    Explanation

    Additional contractual agreements with the members of the Executive Board

    A contractual arrangement with Mr. Cortes specifies the payment of an amount to compensate for the higher tax burden in Germany.

    Dr. Jackstein will be reimbursed for the costs of accommodation at his regular place of work and for weekly family trips home.

    These benefits for the individual members of the Executive Board are included in the amounts reported as fringe benefits.

    Performance criteria for variable remuneration

    Profit bonus performance criteria

    Financial subtargets

    The following overviews show the values defined by the Supervisory Board for the threshold, target, and maximum values for the financial subtargets, namely operating return on sales and net cash flow for fiscal year 2025, and the actual values or target achievement.
      2025
    Operating return on sales  
    Maximum value (180% target achievement) 11.0%
    100% target level 7.0%
    Threshold value (50% target achievement) 4.0%
    Actual 5.5%
    Target achievement (in %) 75%
       
    Net cash flow  
    Maximum value (180% target achievement) €3.19 billion
    100% target level €2.2 billion
    Threshold value (0% target achievement) €1.54 billion
    Actual €1.64 billion
    Target achievement (in %) 16%
       
    Overall target achievement 46%

    The indicator relevant for calculating operating return on sales is operating result in the TRATON GROUP. The TRATON GROUP’s operating return on sales is the ratio of the TRATON GROUP’s operating result to its sales revenue. The figures for the TRATON GROUP’s operating result and sales revenue reported in the company’s annual report are applicable. Net cash flow comprises net cash provided by/used in operating activities and net cash provided by/used in investing activities attributable to operating activities in the TRATON Operations business area, and indicates the excess funds from operating activities in the reporting period.

    In justified exceptional cases, the Supervisory Board can adjust the degree of subtarget achievement actually achieved for the net cash flow subtarget in order to ensure an assessment for this subtarget that is tied to actual performance. Justified exceptions include acquisitions that have a significant impact on net cash flow. The Supervisory Board did not exercise this option for fiscal year 2025.

    ESG targets

    For the Social subtarget, the Supervisory Board can choose either the opinion index criterion or the gender index criterion, or a combination of the two. The opinion index criterion is based on a suitable methodology, to be selected by the Supervisory Board, for measuring the development of employee satisfaction, whereas the gender index criterion is based on a suitable methodology, to be selected by the Supervisory Board, for measuring the development of the proportion of women in management positions in the TRATON GROUP companies. For fiscal year 2025, the Supervisory Board resolved to suspend the opinion index as an ESG factor for the Social subtarget because the methodology for measuring the opinion index is currently being revised and the targets are being recalibrated. Instead of the opinion index ESG factor, the Social subtarget for fiscal year 2025 takes into account the gender index ESG factor, which is linked to the development of the percentage of women in management positions in TRATON GROUP companies and contributes to the advancement of women in the TRATON GROUP. Because of the legal framework in the USA, employees of International Motors, LLC., including its subsidiaries, and other employees of the TRATON GROUP employed in the United States are not included in the calculation of the Gender Index.

    The Environmental subtarget incorporates the criterion of decarbonization/CO2 reduction. This is calculated using the ratio of the number of battery-electric vehicles and fuel cell electric vehicles sold to the total number of vehicles sold, excluding the MAN TGE model. The minimum, target, and maximum values for the Environmental subtarget are defined by the Supervisory Board for each fiscal year and are based in particular on the business plan to achieve a consistently increasing proportion of battery-electric and fuel cell electric vehicles.

    The following overview shows the values defined by the Supervisory Board for the minimum, target, and maximum values for the Environmental subtarget and the Social subtarget for fiscal year 2025, and the actual values or target achievement in fiscal year 2025.
    Environmental
    (decarbonization/CO2 reduction)     		 
    in % 2025
    Maximum value 1.46
    100% target level 0.97
    Minimum value 0.49
    Actual 1.17
    Subtarget achievement 1.12
    Social
    (gender index)     		 
    in % 2025
    Maximum value 25.2
    100% target level 24.2
    Minimum value 23.2
    Actual 24.4
    Subtarget achievement 1.06

    For fiscal year 2025, the Supervisory Board defined a normal value of 1.0 for the Governance factor for all current members of the Executive Board, taking account of and assessing the performance of the Executive Board as a whole and the performance of the current individual members of the Executive Board. To determine the Governance factor, the Supervisory Board assesses the collective performance of the Executive Board in the first step. In the second step, the Supervisory Board assesses the performance of each individual Executive Board member in terms of integrity and compliance. The Supervisory Board can increase the Governance factor to 1.1 or reduce it to 0.9 on the basis of the collective and individual assessment. If there are no special circumstances in a fiscal year, the Governance factor is 1.0 (normal value).

    The ESG factor for fiscal year 2025 is therefore 1.09, taking into account the achievement of the Environmental subtarget, the Social subtarget, and the Governance factor.

    LTI performance criteria

    The four-year performance share plan has been in force since January 1, 2021, for all members of the Executive Board whose employment contracts have been newly entered into or extended since the Supervisory Board resolution on December 16, 2020. For members of the Executive Board already appointed at the time of the Supervisory Board resolution on December 16, 2020, a three-year performance period applied⁠ ⁠—⁠ ⁠until any contract extension. No active member of the Executive Board had a performance share plan with a three-year performance period in fiscal year 2025. However, Executive Board members Mr. Levin and Mr. Cortes still receive subsequent payments from the three-year performance share plan. For this reason, Mr. Levin and Mr. Cortes are shown in the performance share plan with the performance period 2022–2024.

    EPS target values

    The following overviews show the minimum, target, and maximum values defined by the Supervisory Board at the beginning of the relevant 2021–2024, 2022–2024, 2022–2025, 2023–2025, 2023–2026, 2024–2026, 2024–2027, and 2025–2028 performance periods, and the actual values and target percentage achievement already achieved for individual years in the assessment period. The performance share plans for the 2022–2025, 2023–2025, 2023–2026, 2024–2026, and 2024–2027 and 2025–2028 performance periods were not yet due and were not paid out in fiscal year 2025. They therefore do not represent remuneration granted or owed in fiscal year 2025.

    The performance share plans due for payment in fiscal year 2025 for the 2021–2024 or 2022–2024 performance period are based on the target achievement of the EPS of TRATON shares.

    Performance period 2021–2024
    EPS TRATON share
    € 2024 2023 2022 2021
    Maximum value (150% target achievement) 4.32 4.32 4.32 4.32
    100% target level 2.90 2.90 2.90 2.90
    Minimum value (50% target achievement) 1.95 1.95 1.95 1.95
    Actual 5.61 4.90 2.28 0.91
    Target achievement (in %) 150.00 150.00 67.37 0

    Performance period 2022–2024
    EPS TRATON share
    € 2024 2023 2022
    Maximum value (150% target achievement) 4.32 4.32 4.32
    100% target level 2.90 2.90 2.90
    Minimum value (50% target achievement) 1.95 1.95 1.95
    Actual 5.61 4.90 2.28
    Target achievement (in %) 150.00 150.00 67.37

    The total target achievement of the EPS in the 2021–2024 performance period is 91.87% and 122.49% in the 2022–2024 performance period. The previous EPS target achievement for the past fiscal years of a performance period of performance share plans that were not yet due in fiscal year 2025 and were therefore not yet paid out can be seen in the following overviews:

    Performance period 2022–2025
    EPS TRATON share
    € 2025 2024 2023 2022
    Maximum value (150% target achievement) 4.32 4.32 4.32 4.32
    100% target level 2.90 2.90 2.90 2.90
    Minimum value (50% target achievement) 1.95 1.95 1.95 1.95
    Actual 3.09 5.61 4.90 2.28
    Target achievement (in %) 106.66 150.00 150.00 67.37

    Performance period 2023–2025
    EPS TRATON share
    € 2025 2024 2023
    Maximum value (150% target achievement) 4.32 4.32 4.32
    100% target level 2.90 2.90 2.90
    Minimum value (50% target achievement) 1.95 1.95 1.95
    Actual 3.09 5.61 4.90
    Target achievement (in %) 106.66 150.00 150.00

    Performance period 2023–2026
    EPS TRATON share
    € 2025 2024 2023
    Maximum value (150% target achievement) 4.32 4.32 4.32
    100% target level 2.90 2.90 2.90
    Minimum value (50% target achievement) 1.95 1.95 1.95
    Actual 3.09 5.61 4.90
    Target achievement (in %) 106.66 150.00 150.00

    Performance period 2024–2026
    EPS TRATON share

    € 2025 2024
    Maximum value (175% target achievement) 9.00 9.00
    100% target level 5.00 5.00
    Minimum value (50% target achievement) 3.00 3.00
    Actual 3.09 5.61
    Target achievement (in %) 52.23 111.44

    Performance period 2024–2027
    EPS TRATON share
    € 2025 2024
    Maximum value (175% target achievement)1 9.00 9.00
    100% target level 5.00 5.00
    Minimum value (50% target achievement) 3.00 3.00
    Actual 3.09 5.61
    Target achievement (in %) 52.23 111.44

    1 A maximum value of 150% applies contractually to former Executive Board members Ms. Danielski and Mr. Osterloh. The value defined for this maximum value is 7.67.

    Performance period 2025–2028
    EPS TRATON share
    € 2025
    Maximum value (175% target achievement) 9.00
    100% target level 5.00
    Minimum value (50% target achievement) 3.00
    Actual 3.09
    Target achievement (in %) 52.23

    Reference prices/dividend equivalent for the performance period

    The initial reference price, closing reference price, and dividend equivalent for TRATON shares for the 2021–2024 or 2022–2024 performance period are shown in the following overview.

    € 2021–2024 2022–2024
    Initial reference price 22.40 21.70
    Closing reference price 29.15 29.15
    Dividend equivalent    
    2021 0.25 –
    2022 0.50 0.50
    2023 0.70 0.70
    2024 1.50 1.50

    The reference prices and dividend equivalents for TRATON shares for the performance periods of the performance share plans not yet due and not yet paid out in fiscal year 2025 are shown in the following overview.

    € 2025–2028 2024–2027 2024–2026 2023–2026 2023–2025 2022–2025
    Initial reference price 29.15 20.42 20.42 14.69 14.69 21.70
    Closing reference price1 – – – – 29.33 29.33
    Dividend equivalent            
    2022 – – – – – 0.50
    2023 – – – 0.70 0.70 0.70
    2024 – 1.50 1.50 1.50 1.50 1.50
    2025 1.70 1.70 1.70 1.70 1.70 1.70

    1 Determined at the end of the performance period

    Alignment with the remuneration system

    The remuneration granted and owed to the members of the Executive Board in fiscal year 2025 complies with the requirements of the Executive Board remuneration system. There was no deviation from the valid remuneration system in fiscal year 2025. The profit bonus payments and the payments under the performance share plans for the 2022–2024 or 2021–2024 performance period were not reduced because the caps of 200% on the profit bonus target amount and 200% on the target amount for the performance share plan were not exceeded. Overall, the remuneration granted and owed to the members of the Executive Board in fiscal year 2025 did not exceed the maximum remuneration prescribed by the remuneration system.

    Benefits and defined benefits in connection with termination

    Benefits and defined benefits granted to members of the Executive Board in the event of early termination

    The Executive Board remuneration system and employment contracts of the members of the Executive Board prescribe termination periods and severance payments in the event of revocation of the appointment of a member of the Executive Board and the mutual termination of the Executive Board function. If an appointment is revoked without cause within the meaning of section 626 of the Bürgerliches Gesetzbuch (BGB⁠ ⁠—⁠ ⁠German Civil Code), the employment contract will generally end after a period of twelve months. Other than in cases of cause justifying extraordinary termination of the employment contract by the company, members of the Executive Board receive a severance payment in the amount of their gross remuneration for the remaining period of the employment contract, capped at twice the annual gross income. As a rule, the annual gross income used as the basis for calculating the severance payment consists of the base salary paid in the previous year plus the variable remuneration components defined for the previous year.

    The severance payment is paid in twelve equal monthly gross installments from the end of the employment contract. Contractual remuneration paid by the company for the time between termination of the appointment and the end of the employment contract is offset against the severance payment. If a member of the Executive Board takes up a new position after termination of the appointment, the severance payment will be reduced by the income from the new position. If a post-contractual restraint on competition has been agreed, the severance payment will be offset against the waiting allowance. No severance payment will be made if the member of the Executive Board continues to work for the company or for another Volkswagen Group company in the context of an employment contract.

    The members of the Executive Board are also generally entitled to retirement, disability, and surviving dependents’ benefits in the event of early termination of their appointment without having entered retirement (cf. the following section for further information), although the minimum plan assets will only be maintained as ratably reduced plan assets pursuant to sections 2 (1) and 2a (1) of the Gesetz zur Verbesserung der betrieblichen Altersversorgung (BetrAVG⁠ ⁠—⁠ ⁠German Occupational Pensions Act). Pursuant to section 2a (2) item 2a) of the BetrAVG, the maintained portion of the minimum plan assets is adjusted by 1% per annum from the Board member’s departure from the company until the benefits fall due.

    Defined benefits granted to members of the Executive Board in the event of regular termination of their role

    TRATON SE generally grants retirement, disability, and surviving dependents’ benefits to the members of the Executive Board. As a rule, the agreed retirement benefits are paid when the Executive Board member reaches the age of 65. However, Executive Board members who are also members of the Executive Board of a foreign subsidiary of TRATON SE or perform functions there as senior managers do not receive retirement benefits from TRATON SE but from the respective foreign subsidiary. TRATON SE manages the occupational pension plans for Executive Board members Dr. Jackstein and Mr. Vlaskamp, as well as the former Executive Board members Ms. Danielski and Mr. Osterloh, who left in fiscal year 2023. The occupational pension plans for the other members of the Executive Board are maintained by Scania CV AB (Mr. Levin and Mr. Carlbaum), TRATON AB (Mr. Klingenberg and Ms. Modahl Nilsson), and Volkswagen Truck & Bus (Mr. Cortes).

    Entitlements to such benefits granted by TRATON SE are accumulated under a defined contribution system, the Capital Account Plan, with the value of benefits dependent upon the performance of certain fund indices. TRATON SE pays an annual contribution of 40% of the contractually agreed fixed remuneration in the calendar year. Executive Board members may elect to make contributions themselves out of their gross salary.

    Contributions and interest are held in individual capital accounts. The performance of the capital account is directly linked to the capital markets and is determined by a basket of indices and other suitable parameters. The risk of the investments is gradually reduced as the beneficiaries get older (life cycle concept).

    At retirement, the beneficiary may elect to receive the balance of the capital account, or at a minimum the total amount of the contributions, as a lump-sum payment, in installments, or as an annuity at an insurance rate valid as of the date of retirement.

    In the event of disability or death, the beneficiary is paid the accumulated account balance, or a minimum of €2,000 thousand.

    The following overview shows the individual pension entitlements of the members of the Executive Board and their cash value as of December 31, 2025, as well as the pension expenses incurred in fiscal year 2025, if applicable considering the special features of the applicable foreign legislation in each case. The measurement of post-employment benefits also includes other pension benefits such as surviving dependents’ benefits and the use of company cars, as well as defined contribution plans provided for by foreign legislation where pension expenses are incurred in the year under review.
    € thousand Cash value Pension expenses in fiscal year 2025
    Christian Levin
    (Scania)     		741 1,346
    Mathias Carlbaum
    (Scania)     		413 427
    Antonio Roberto Cortes
    (Volkswagen Truck & Bus)     		– 273
    Dr. Michael Jackstein
    (TRATON SE)     		959 351
    Niklas Klingenberg
    (TRATON AB)     		18 428
    Catharina Modahl Nilsson
    (TRATON AB)     		29 464
    Alexander Vlaskamp
    (TRATON SE)     		1,405 351

    In the event of the regular termination of their function, the members of the Executive Board who previously had a company car provided to them by TRATON SE may be able to continue using their company car under certain circumstances. These include the respective Executive Board member having held the function for a total of at least ten years, or having worked for the company for a total of at least 15 years, or the Supervisory Board considering the provision of a company car in retirement to be appropriate and in the company’s interest.

    There were no changes to the commitments explained in this section in fiscal year 2025.

    Benefits and defined benefits to members of the Executive Board who stepped down in fiscal year 2025

    No members of the Executive Board of TRATON SE left the Executive Board in fiscal year 2025.

    No clawback in fiscal year 2025

    TRATON SE did not claw back any variable remuneration components in fiscal year 2025 on the basis of the penalty and clawback conditions agreed with the members of the Executive Board. None of the circumstances justifying such a clawback existed.

    Remuneration of former Executive Board members

    In accordance with section 162 (1) sentence 1 of the AktG, the remuneration report must also detail the remuneration granted and owed to former members of the Executive Board.

    Remuneration granted and owed in fiscal year 2025 (individual)

    In accordance with section 162 (5) sentence 2 of the AktG, the obligation to report individually on the remuneration granted and owed to former members of the Executive Board extends to the remuneration granted and owed until the end of ten years after the fiscal year in which the former Executive Board member ended their role as a member of the Executive or Supervisory Board of TRATON SE.

    Table overview

    The following tables show the individual remuneration granted and owed in fiscal year 2025 to former members of the Executive Board who stepped down after fiscal year 2015. The profit bonuses for fiscal year 2025 paid out at the start of 2026 as well as the performance share plans with the 2021–2024 or 2022–2024 tranche paid out in fiscal year 2025 are treated as remuneration granted in fiscal year 2025 for both active and former members of the Executive Board.

    Annette Danielski
    Member of the Executive Board of TRATON SE, CFO
    Left March 31, 2023     		2025
    € thousand in %
    Pension payments – –
    Base salary – –
    Fringe benefits – –
    LTI 2021–2024 (performance share plan, four-year term; proportionate (3/12) target amount €232 thousand per annum; minimum €0; maximum €465 thousand per annum) 306 100
    Severance payments – –
    Sum — remuneration granted and owed 306 100
    Pension expenses – –

    Joachim Drees
    Member of the Executive Board of TRATON SE; CEO of MAN SE and MAN Truck & Bus SE
    Left July 15, 2020     		2025
    € thousand in %
    Pension payments – –
    Base salary – –
    Fringe benefits – –
    LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per annum; minimum €0; maximum €1,860 thousand per annum) 1,672 100
    Severance payments – –
    Sum — remuneration granted and owed 1,672 100
    Pension expenses – –

    Matthias Gründler
    Chief Executive Officer of TRATON SE
    Left September 30, 2021     		2025
    € thousand in %
    Pension payments – –
    Base salary –  
    Fringe benefits –  
    LTI 2022–2024 (performance share plan, three-year term; target amount €1,800 thousand per annum; minimum €0; maximum €3,600 thousand per annum) 3,236 100
    Severance payments – –
    Sum — remuneration granted and owed 3,236 100
    Pension expenses – –

    Bernd Osterloh
    Member of the Executive Board of TRATON SE
    Left March 31, 2023     		2025
    € thousand in %
    Pension payments 9011 52
    Base salary – –
    Fringe benefits 14 1
    LTI 2021–2024 (performance share plan, four-year term; target amount €930 thousand per annum; minimum €0; maximum €1,860 thousand per annum) 816 47
    Severance payments – –
    Sum — remuneration granted and owed 1,731 100
    Pension expenses – –

    1 In accordance with the pension arrangements applicable to Mr. Osterloh, he has the option of choosing whether his occupational pension should be paid out as a lump sum, in up to ten annual installments, or as a regular annuity. Mr. Osterloh opted for a lump sum payment.

    Christian Schulz
    Member of the Executive Board of TRATON SE, CFO
    Left September 30, 2021     		2025
    € thousand in %
    Pension payments – –
    Base salary – –
    Fringe benefits – –
    LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per annum; minimum €0; maximum €1,860 thousand per annum) 1,672 100
    Severance payments – –
    Sum — remuneration granted and owed 1,672 100
    Pension expenses – –

    Dr. Ing. h.c. Andreas Tostmann
    Member of the Executive Board of TRATON SE;
    CEO of MAN SE1 and MAN Truck & Bus SE
    Left November 24, 2021     		2025
    € thousand in %
    Pension payments – –
    Base salary – –
    Fringe benefits – –
    LTI 2022–2024 (performance share plan, three-year term; target amount €930 thousand per annum; minimum €0; maximum €1,860 thousand per annum) 1,672 100
    Severance payments – –
    Sum — remuneration granted and owed 1,672 100
    Pension expenses – –

    1 Until August 31, 2021 (merger between MAN SE and TRATON SE)

    Explanation

    Ms. Danielski was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Ms. Danielski’s employment contract with TRATON SE ran until the end of its regular termination effective the end of September 30, 2024. Notwithstanding the revised remuneration system, the previous maximum remuneration of €3.7 million gross per year continued to apply for Ms. Danielski until the end of her regular term.

    In addition to his activity as a member of the Executive Board of TRATON SE, Mr. Drees was a member of the Executive Boards of MAN SE and MAN Truck & Bus SE until his departure effective the end of July 15, 2020. The employment contract between Mr. Drees and TRATON SE continued until its planned end on January 17, 2024.

    Mr. Schulz left the Executive Board of TRATON SE effective the end of September 30, 2021. He was originally appointed as a member of the Executive Board until January 17, 2024. The employment contract between Mr. Schulz and TRATON SE continued until December 31, 2022. In fiscal year 2025, Mr. Schulz received a final payment under the performance share plan 2022–2024.

    Mr. Osterloh was a member of the Executive Board of TRATON SE until the end of March 31, 2023. Mr. Osterloh’s employment contract with TRATON SE ran until the end of its regular termination effective the end of April 30, 2024. Notwithstanding the revised remuneration system, the previous maximum remuneration of €3.7 million gross per year continued to apply for Mr. Osterloh until the end of his regular term. In accordance with the agreement reached with him, Mr. Osterloh receives a company car during his retirement, which is why fringe benefits are reported for him in the table.

    Mr. Gründler was a member of the Executive Board of TRATON SE until the end of September 30, 2021, and was appointed Chairman of the Executive Board. Mr. Gründler’s employment contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. Mr. Gründler still has rights to payments under the performance share plans that he acquired during his term of office.

    Dr. Ing. h.c. Tostmann was appointed as a member of the Executive Board of TRATON SE until November 24, 2021, as Chairman of the Executive Board of MAN SE until August 31, 2021, and as Chairman of the Executive Board of MAN Truck & Bus SE until November 24, 2021. Dr. Ing. h.c. Tostmann’s employment contract with TRATON SE expired at the end of its regular term effective the end of July 15, 2023. The Supervisory Board of MAN Truck & Bus SE has resolved that MAN Truck & Bus SE will reimburse TRATON SE for 80% of the expenses for Dr. Ing. h.c. Tostmann. Dr. Ing. h.c. Tostmann still has rights to payments under the performance share plans that he acquired during his term of office.

    Comparative presentation

    The following table shows a year-on-year comparison of the percentage change in remuneration for the members of the Executive Board with the earnings performance of TRATON SE and with the average remuneration for employees on a full-time equivalent (FTE) basis.

    Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s operating return on sales corresponds to the ratio of the TRATON GROUP’s operating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report.

    The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calculated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (426.06 employees) on FTE basis as of December 31, 2025, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members, are divided by the number of employees of the TRATON GROUP (total workforce of 112,116 in accordance with internal reporting, i.e., including performance-related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP).
    Annual change in % 2025 compared
    with 2024     		2024 compared
    with 2023     		2023 compared
    with 2022     		2022 compared
    with 2021     		2021 compared
    with 2020
    Executive Board remuneration1          
    Carlbaum, Mathias2 2.2% 17.8% 28.8% 431.3% –
    Cortes, Antonio Roberto –8.3% 74.1% –11.1% 27.3% –10.6%
    Danielski, Annette2 –75.1% –31.9% 38.5% 597.2% –
    Drees, Joachim 125.0% –38.8% –32.4% 19.5% 3.8%
    Gründler, Matthias 154.0% –35.4% –19.5% 68.8% 69.0%
    Jackstein, Dr. Michael3 –37.2% 55.6% – – –
    Klingenberg, Niklas – – – – –
    Levin, Christian 17.5% 55.2% –3.2% 96.1% 25.1%
    Modahl Nilsson, Catharina3 –38.1% 57.2% – – –
    Osterloh, Bernd2 205.7% –69.3% 34.5% 152.2% –
    Schulz, Christian 154.0% –208.9% –134.1% 16.2% 6.1%
    Tostmann, Dr. Andreas 154.0% –36.2% –22.1% –22.5% 96.9%
    Vlaskamp, Alexander2 –32.2% 16.8% 37.9% 1,542.7% –
    Earnings performance          
    Earnings after tax of TRATON SE in accordance with German GAAP4 312.5% – 316.6% – –
    Operating return on sales of the TRATON GROUP  –3.4 pp +0.9 pp +4.1 pp +2.6 pp +0.9 pp
    Development of employee remuneration5          
    Employees of TRATON SE –11.9% 7.8% 21.7% –7.0% 7.5%
    Employees of TRATON GROUP 2.1% 5.3% 6.6% 0.5% 1.1%

    1 Remuneration granted and owed within the meaning of section 162 (1) sentence 1 of the AktG

    2 Joined in the course of fiscal year 2021

    3 Joined as of April 1, 2023

    4 Percentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022.

    5 Personnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021

    Peer group

    The remuneration amount, the maximum remuneration, and the targets agreed individually are regularly reviewed by the Supervisory Board and adjusted if necessary. As part of this process, the Supervisory Board carries out a vertical comparison with the remuneration and employment conditions of the company’s employees and a horizontal comparison with the remuneration and employment conditions of executive board members of other companies. In order to assess how customary the total remuneration of specific Executive Board members is compared to other companies, the Supervisory Board uses a peer group comparison method. This peer group is reviewed on a regular basis, most recently in March 2025, and adjusted as needed. The peer group currently comprises the following companies: Caterpillar Inc., Continental AG, Cummins Inc., Daimler Truck Holding AG, Deere & Company, Henkel AG & Co. KGaA, Komatsu Kabushiki kaisha, Magna International Inc., Mitsubishi Motors Corporation, Paccar Inc., Schaeffler AG, Tata Motors Ltd., Thyssenkrupp AG, Volvo AB.

    The companies in the peer group were selected on the basis of their size, sector, and regional distribution, and reflect the TRATON GROUP’s strategic business areas and most relevant competitors. To adequately reflect TRATON SE’s business model, competitors from the manufacturing industry and the mechanical and plant engineering sectors were selected in addition to companies from the automotive sector. The peer group comprises an appropriate mix of listed companies from Europe, America, and Asia. In the opinion of the Supervisory Board, this peer group represents the specific competitive environment of TRATON SE on the sales market as well as on the recruitment market for top executives.

    Remuneration of the members of the Supervisory Board

    Principles of Supervisory Board remuneration

    The remuneration of the members of the Supervisory Board is regulated in Article 16 of the Articles of Association of TRATON SE. According to section 113 (3) of the AktG, the annual general meeting of a listed company must resolve on the remuneration of its supervisory board members at least every four years. Moreover, information must be provided about the remuneration system for supervisory board members. In preparing the resolution for the Annual General Meeting, the Executive Board and Supervisory Board review whether the remuneration, especially its amount and structure, is still in the interest of TRATON SE and whether it is commensurate with the tasks performed by the members of the Supervisory Board and with the position of TRATON SE. Based on this review, which was carried out under the supervision of a renowned, independent external remuneration consultant, the Supervisory and Executive Boards presented an adjusted remuneration system for the members of the Supervisory Board for approval at the Annual General Meeting on June 13, 2024. The remuneration was confirmed, and the adjusted remuneration system resolved on by 99.15% of the votes cast in the Annual General Meeting on June 13, 2024. The adjusted remuneration system came into force when the amendment to the Articles of Association was entered in the commercial register and is applicable retrospectively for the first time for fiscal year 2024.

    Overview of the remuneration

    Remuneration components

    The remuneration of the members of the Supervisory Board consists of annual fixed remuneration and an attendance fee.

    The fixed annual remuneration is €300 thousand for the Chairman of the Supervisory Board, €200 thousand for the Deputy Chairman of the Supervisory Board, and €100 thousand for each further member of the Supervisory Board.

    For their work on committees, the members of the Supervisory Board receive additional fixed annual remuneration per committee provided the committee has met at least once per year for the performance of its duties. The fixed annual remuneration is €100 thousand for the chair of a committee, €75 thousand for the deputy chair of a committee, and €50 thousand for each further member of a committee. No remuneration will be paid for membership of the Nomination Committee or the Mediation Committee within the meaning of section 27 (3) of the Mitbestimmungsgesetz (MitbestG⁠ ⁠—⁠ ⁠German Codetermination Act), should such a committee be established in the future. If a member of the Supervisory Board is a member of several committees, remuneration will be paid only for the two committee functions with the highest fixed annual remuneration. The remuneration of the members of the Supervisory Board thus also complies with recommendation G.17 of the German Corporate Governance Code, which specifies that appropriate consideration be given to the greater investment of time required from the Chairman and Deputy Chairman of the Supervisory Board as well as from the chairs and members of the committees.

    The Supervisory Board members each receive an attendance fee of €1 thousand for attending a meeting of the Supervisory Board or of a committee. The attendance fee is paid only once, even if several meetings are held in one day.

    The fixed annual remuneration becomes due after the end of the Annual General Meeting that accepts or decides to approve the consolidated financial statements for the fiscal year for which the remuneration is paid. The fixed annual remuneration will be reduced pro rata temporis if a member of the Supervisory Board or of a committee is not a member for the full fiscal year or does not hold the office of Chairman or Deputy Chairman of the Supervisory Board or chair or deputy chair of the committee for the full fiscal year. TRATON SE will reimburse any value-added tax that may be payable on the remuneration and expenses of Supervisory Board members.

    The members of the Supervisory Board were also included in liability (D&O) insurance policy taken out on their behalf in accordance with Article 16 (5) sentence 1 of the Articles of Association of TRATON SE. There was a deductible in the amount of the gross annual fixed remuneration for Supervisory Board members.

    Former members of the Supervisory Board of TRATON SE do not receive any further remuneration for the period following the termination of office.

    How the remuneration contributes to promoting the long-term development of TRATON SE

    Both the structure and the amount of the remuneration received by the members of the Supervisory Board consider what is required of a member of the Supervisory Board of TRATON SE, especially the associated investment of time and the associated responsibility. The remuneration is in line with standard market practice in terms of its structure, and the amount is commensurate with the tasks of the members of the Supervisory Board and with the position of TRATON SE, also in comparison with the remuneration of the members of the supervisory boards of other listed companies of a similar size in Germany.

    The remuneration makes it possible to attract suitable and qualified candidates as Supervisory Board members. Therefore, the remuneration of the members of the Supervisory Board contributes to enabling the Supervisory Board as a whole to exercise its governance role and advise the Executive Board appropriately and competently. The restriction to just one fixed remuneration is also in line with these Supervisory Board tasks. It is an incentive for the members of the Supervisory Board to ask appropriate questions when exercising their governance role and advising the Executive Board, without primarily focusing on the development of operational performance indicators. Together with the Executive Board, the Supervisory Board thus promotes the business strategy and long-term development of TRATON SE. Moreover, the restriction to just one fixed remuneration is in line with suggestion G.18 sentence 1 of the German Corporate Governance Code.

    Remuneration of Supervisory Board members in fiscal year 2025

    Remuneration granted and owed to the Supervisory Board members in office in fiscal year 2025

    The following table shows the members of the Supervisory Board of TRATON SE in office in fiscal year 2025 and the remuneration granted and owed to the individual members of the Supervisory Board in fiscal year 2025. Remuneration “granted and owed” has the same meaning as described for members of the Executive Board. The remuneration shown in the table therefore represents the amounts actually received in fiscal year 2025, i.e., the remuneration paid to the members of the Supervisory Board for their roles on the Supervisory Board in fiscal year 2025, even if the remuneration is not owed until the year following the end of the Annual General Meeting.

    Fixed remuneration Work in the committees Attendance fees Total Remuneration from other Group appointments
    2025 2025 2025 2025 2025
    € thousand in % € thousand in % € thousand in % € thousand € thousand
    Pötsch, Hans Dieter 300 73 100 24 10 2 410 0
    Kerner, Jürgen1 200 70 75 26 10 4 285 21
    Andersson, Ödgärd 100 93 0 0 7 7 107 0
    Antlitz, Dr. Arno2 0 0 0 0 0 0 0 0
    Bechstädt, Torsten1 100 54 75 41 10 5 185 0
    Carlquist, Mari3, 4 0 0 0 0 0 0 0 0
    Cavallo, Daniela1 100 94 0 0 6 6 106 0
    Döss, Dr. Manfred3 0 0 0 0 0 0 0 0
    Kilian, Gunnar3, 5 0 0 0 0 0 0 0 0
    Kirchmann, Dr. Albert X. 100 93 0 0 7 7 107 21
    Kuhn-Piëch, Dr. Julia 100 63 50 31 10 6 160 71
    Lorentzon, Lisa3, 4, 6 0 0 0 0 0 0 0 0
    Luthin, Bo3, 4 0 0 0 0 0 0 0 0
    Lyngsie, Michael3, 4 0 0 0 0 0 0 0 0
    Macpherson, Nina 100 63 50 31 10 6 160 50
    Porsche, Dr. Dr. Christian 100 63 50 31 9 6 159 71
    Schmid, Dr. Wolf-Michael 100 93 0 0 7 7 107 0
    Schnur, Karina1 100 47 100 47 12 6 212 21
    Sedlmaier, Josef1 100 93 0 0 7 7 107 0
    Wansch, Markus1 100 93 0 0 7 7 107 21
    Widén, Christina3, 4, 7 0 0 0 0 0 0 0 0
    Witter, Frank 100 48 100 48 9 4 209 0

    1 These employee representatives have stated that they will transfer their Supervisory Board remuneration to the Hans Böckler Foundation in accordance with the guidelines issued by the German Confederation of Trade Unions (DGB).

    2 Supervisory Board member since September 26, 2025

    3 Remuneration for fiscal year 2025 was waived in full.

    4 In view of the waivers, the Executive Board of TRATON SE decided that it will make a contribution of €519 thousand to “Scanias Personalstiftelse 1996” after the 2026 Annual General Meeting.

    5 Supervisory Board member and member of the Presiding Committee and the Nomination Committee until July 16, 2025.

    6 Supervisory Board member and member of the Audit Committee until June 30, 2025

    7 Supervisory Board member since July 1, 2025, and member of the Audit Committee since September 22, 2025

    Comparative presentation

    The following table shows a year-on-year comparison of the percentage change in remuneration for the members of the Supervisory Board with the earnings performance of TRATON SE and with the average remuneration for employees on FTE basis.

    Earnings performance is calculated using the following earnings-related indicators of TRATON SE and the TRATON GROUP, which are published in TRATON SE’s annual report: the earnings after tax of TRATON SE in accordance with German GAAP. The TRATON GROUP’s operating return on sales corresponds to the ratio of the TRATON GROUP’s operating result to the TRATON GROUP’s sales revenue, as reported in TRATON SE’s annual report.

    The development of the average remuneration of employees is shown on the basis of two indicators. First, the average remuneration of employees is calculated by adjusting TRATON SE’s personnel expenses as reported in the single-entity financial statements of TRATON SE to exclude the remuneration of the Group’s Executive Board members. The adjusted personnel expenses are divided by the number of TRATON SE employees (426.06 employees) on FTE basis as of December 31, 2025, excluding the members of the Group’s Executive Board (employees of TRATON SE). Second, the personnel expenses of the TRATON GROUP, as reported in the notes to the consolidated financial statements, adjusted to exclude the remuneration of the Group’s Executive Board members, are divided by the number of employees of the TRATON GROUP (total workforce of 112,116 in accordance with internal reporting, i.e., including performance-related wage-earners, salaried staff, and vocational trainees) (employees of the TRATON GROUP).
    Annual change in % 2025 compared
    with 2024     		2024 compared
    with 2023     		2023 compared
    with 2022     		2022 compared
    with 2021     		2021 compared
    with 2020
    Supervisory Board remuneration1          
    Pötsch, Hans Dieter –0.5% 30.0% 1.6% 0.0% 0.3%
    Kerner, Jürgen 21.7% 72.3% 2.0% –10.6% –18.8%
    Andersson, Ödgärd2 –0.9% 83.4% – – –
    Antlitz, Dr. Arno3 – – – – –
    Bechstädt, Torsten –1.1% 29.0% –0.7% 0.7% –1.4%
    Carlquist, Mari 0.0% 0.0% 0.0% 0.0% 0.0%
    Cavallo, Daniela5 1.0% 17.1% –25.3% 73.9% –
    Döss, Dr. Manfred 0.0% 0.0% 0.0% 0.0% 0.0%
    Kilian, Gunnar 0.0% 0.0% 0.0% 0.0% 0.0%
    Kirchmann, Dr. Albert X. –0.1% 24.5% –0.1% 4.0% 15.1%
    Kuhn-Piëch, Dr. Julia 0.1% 18.4% 1.5% 27.2% –16.6%
    Lorentzon, Lisa 0.0% 0.0% 0.0% 0.0% 0.0%
    Luthin, Bo 0.0% 0.0% 0.0% 0.0% 0.0%
    Lyngsie, Michael 0.0% 0.0% 0.0% 0.0% 0.0%
    Macpherson, Nina –5.5% 17.0% –0.6% 0.0% –1.5%
    Porsche, Dr. Dr. Christian –0.2% 17.3% 4.6% 25.3% 17.2%
    Schmid, Dr. Wolf-Michael –1.8% 32.9% 0.0% 0.0% –1.2%
    Schnur, Karina –0.6% 30.1% 24.3% –16.2% –16.0%
    Sedlmaier, Josef5 –1.8% 34.6% – – –
    Wansch, Markus4 –1.1% 25.8% 0.9% 43.7% –
    Widén, Christina4 – – – – –
    Witter, Frank  –1.4% 28.5% 0.0% 103.7% –
    Earnings performance          
    Earnings after tax of TRATON SE in accordance with German GAAP6 312.5% – 316.6% – –
    Operating return on sales of the TRATON GROUP  –3.4 pp +0.9 pp +4.1 pp8 +2.6 pp +0.9 pp
    Development of employee remuneration7          
    Employees of TRATON SE –11.9% 7.8% 21.7%8 –7.0% 7.5%
    Employees of TRATON GROUP 2.1% 5.3% 6.6% 0.5% 1.1%

    1 Remuneration granted and owed within the meaning of section 162 (1) sentence 1 of the AktG

    2 Joined in fiscal year 2023

    3 Joined in fiscal year 2025

    4 Joined in fiscal year 2021

    5 Joined in fiscal year 2022

    6 Percentage change in earnings after tax of TRATON SE in accordance with German GAAP cannot be presented because there were negative earnings from fiscal year 2020 through fiscal year 2022.

    7 Personnel expenses additionally adjusted for exceptional project profit sharing by selected managers in 2021

    8 Correction after preparation of the 2023 Annual Report
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